Indemnification

To the fullest extent permitted by law, you agree to protect, indemnify, defend and hold harmless the Hotel, Hilton Worldwide, Inc. and the Hotel’s Owner, and their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney’s fees) (collectively, “Claim(s)”), in any way arising out of or relating to the Event that is the subject of this Agreement, and regardless of negligence, including, but not limited to, Claims arising out of the negligence, gross negligence or intentional misconduct of Group’s employees, agents, contractors, and attendees; provided, however, that nothing in this indemnification shall require you to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the sole negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties.

Certificate of Insurance requirements are as follows:

General Liability in amounts not less than $2,000,000 per occurrence. Coverage must be provided with an insurance carrier rated B+ or better by the Best’s guide.

Automobile Insurance in the amounts not less than $1,000,000 per occurrence, to include bodily injury and property damage. Coverage must meet a rating of B+ or better.

Workers’ Compensation coverage for your employees:a) Worker’s Compensation per applicable laws and Employers Liability insurance with a limit not less than $500,000 each accident for bodily injuryb) $500,000 each employee for bodily injury by diseasec) $500,000 policy limit for disease.

Additional insured: All required insurance must include (See Below).

Cancellation: 30 days notice of cancellation is required for all required insurance coverage.

General Insurance Language RequirementsPlease be sure to include the following: 1. Aareal Capital Corporation as Lender and as Agent for the Lenders, together with successors and assigns, and Oasis West Realty LLC are included as additional insureds.

2. Hilton Worldwide, Inc. and each of its respective subsidiary companies, affiliated companies and parent companies of every tier and each of their respective directors, officers, employees, agents, representatives and assignees.3. Oasis West Realty LLC, and each of its subsidiary companies, affiliated companies and parent companies of every tier and each of their respective directors, officers, employees, agents, representatives and assignees.4. Such other entities or individuals as Owner may designate from time to time.Certificate Holder should read: